Basic Principles & Code of Ethics

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The Board of Directors of Verne Mendel Medical Corp. (the "Company") has adopted this Code of Ethics (the "Code") to guide all Directors, Executive Officers, Corporate Auditors and Employees (Verne Mendel People) of Verne Mendel affairs in compliance with all-applicable laws and regulations and observing the highest standards of business ethics.

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Introduction

Our goal is to become the leading company worldwide in the treatment of patients suffering from degenerative mitochondrial diseases. We will pursue our business objective in the most ethically responsible manner in accordance with Verne Mendel’s corporate values of being a Caring, Focused, Innovative and Responsible company. Verne Mendel (the “Company”) has a firmly established policy of conducting its business with integrity, honesty, forthrightness and fairness as qualities of primary importance in all business relationships involving the Company.

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Our Approach

The present Code of Ethics addresses internal as well as external drivers for the ethical standards that govern our conduct. It specifies our business responsibility, environmental impact and social influence. Our business responsibility is about being fair, forthright, honest and acting with accountability and integrity. Verne Mendel systematically monitors, evaluates and acts on opportunities and risks to our company in order to maintain and further its ethical performance.

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Code of Ethics of Verne Mendel

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1. Social Responsibilities

Verne Mendel endeavors to enrich society with due regard to the integrity of the pharmaceutical business for the purpose of enabling the health of society. We acknowledge our social influence on people, community and society, and strive to be known as a company that advances responsible social relations. Verne Mendel provides sound people policies for its People. This Code applies to all officers, directors and employees. Outside consultants, contractors and agents hired by Verne Mendel are expected to abide by the principles and values herein.

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2. Advancement of Patients’ and Caregivers’ Interests

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Verne Mendel People must act in the best interests of our customers.

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3. Compliance with Laws

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Verne Mendel People must promote proper understanding and compliance with the letter and spirit of all applicable laws, rules and regulations

Our company shall evolve through stakeholder engagement. All managers are responsible for ensuring that Verne Mendel complies with applicable laws and regulations. Verne Mendel’s long term profitability is dependent on proactive and constructive dialogue with relevant stakeholders.

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4. Corporate Opportunity

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Human Capital

Verne Mendel People owe a duty to Verne Mendel to advance its legitimate interests whenever the opportunity presents. We will develop our human capital to ensure our long-term performance. Verne Mendel will work strategically to attract and retain new talent. We aim to develop and maintain a high performance culture throughout the organisation. Sound people policies and actions are preconditions for this culture, and we will work systematically to improve the work-life balance of our employees. We aim to keep our People passionate about our vision and values, and aspire to build an organization that possesses the capabilities needed for the future. We will ensure an excellent working environment for our employees. We wish to secure the physical and mental health and safety of our employees.

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Research & Development

Our R&D strategy aims to develop a new generation of mitochondrial disease treatments, thus making the greatest difference to people suffering from these diseases. Our goal is to contribute to the understanding of the disease biology, translate this understanding to clinical research, and develop treatment solutions targeting the fundamental causes of mitochondrial diseases. In this process, we will engage in partnerships with academic organizations as well as business partners.

We will ensure high ethical standards and transparency in clinical trials and provide the public with information about our clinical studies while they are ongoing, and disclose the results of these studies in publicly available locations when they have been completed.

Our approach to patient safety shall be proactive and systematic. At Verne Mendel, we acknowledge our responsibility to people who depend on our products and our knowledge of them to manage their diseases. We will continuously manage the risks of our products throughout their lifecycle and take action as warranted. We will proactively communicate our safety knowledge to our stakeholders.

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5. Corporate Citizenship Activities

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Patient and Caregiver Needs

By considering the full cycle of product development and patient care, marketing needs to include a complete communication which is ultimately directed towards the needs of the individual patient and his / her caregivers.

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Disabled Peoples’ Opportunities

People who have disabilities that may require an accommodation to perform the essential functions of their positions will be accommodated by the Company.

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Personal Circumstances

We will accommodate the working times of People whose religious belief requires it and People in circumstances where health or other personal circumstances requires it.

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Philanthropic Activity

The Company and our People commit Verne Mended as a good corporate citizen to the pursuit of activities of social benefit. We will endeavor to improve access to health for people living with degenerative diseases by encouraging and supporting the activities of non-profit educational activities, sponsorships, and by facilitating dialogue between scientists, health care professionals, patients and their relatives. We encourage employees to contribute personal time and resources to charities and non-profit organizations.

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6. Confidentiality

Verne Mendel People must maintain the confidentiality of information entrusted to them by Verne Mendel or its partners or contractors in the conduct of its business, except when disclosure is authorized or legally mandated. No employee shall disclose confidential or proprietary information to a third party without proper authorization or use such information for his or her own personal benefit, or in any manner inconsistent with the Company’s interest. Proprietary information includes, without limitation, information relating to trade secrets, patents, research studies and results, manufacturing techniques and marketing strategies. Access to confidential and proprietary information must be limited to authorized persons with a need to know that particular information.

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7. Protection and Proper Use of Corporate Assets

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All Verne Mendel assets should be used for legitimate purposes. Verne Mendel People should protect Verne Mendel’s assets and ensure their efficient use. Our brand identity and intellectual property are among our most valuable and essential assets in maintaining our competitive advantages. These include the Verne Mendel algorithms, copyrights, innovations, logo, moral rights, name, patents, processes, service marks, software, trademarks and trade secrets. It is extremely important that we protect these assets and honor those of third parties.

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8. Fair Dealing

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Suppliers

Verne Mendel People must respect fair business practices in jurisdictions where they operate and endeavor to deal fairly with Verne Mendel’s partners, customers, suppliers and competitors. Our standards for suppliers shall be aligned with internal standards. Verne Mendel strives to establish sustainable partnerships in our supply chain to protect the environment and ensure People a safe, healthy and decent work life. Our standards for suppliers are aligned with internal standards. We base our approach on an open stakeholder dialogue, and the goal of creating added value for all parties.

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Entertainment

We give and receive gifts, meals, services and entertainment, subject to specific guidelines. We base our decisions to purchase products and services from vendors, suppliers, consultants and others on criteria such as quality, price and reliability and we expect that our customers will buy our products and services on the same basis. Giving or receiving gifts and entertainment can potentially affect objectivity and judgment. Gifts, meals, services and entertainment are acceptable and comply with this Code if they: are relatively infrequent and not excessive in value for someone of your position, comply with applicable laws and are consistent with customary business practices or courtesies, will not place you under any obligation to the person who gave the gift, do not include cash, would not embarrass Verne Mendel, the person receiving the gift or the person giving the gift.

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Marketing Practices

While comparative marketing and advertising are generally acceptable, People should not unfairly disparage or criticize competitors’ products or services. While we strive to exceed customers’ expectations, we will only make honest and factual claims about the availability, suitability, quality and performance capabilities of our products.

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Competitive Tactics

The Company will compete fairly for business, respecting the rights of other parties. This includes respect for the legitimate business relationships of competitors with the Company’s prospective customers. Employees of the Company must be aware that proper competition is legally safeguarded, including laws protecting competitors’ proprietary and other sensitive information.

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Dealing With Government Officials

Employees who have dealings with government officials shall conform to the highest level of integrity and transparency. All employees who contact public officials must be familiar with the applicable lobbying laws and public disclosure requirements, particularly those laws or regulations pertaining to registrations or filings that must be made by the Company. No payment shall be made to, or for the benefit of, any public official in order to induce or entice such official to enact, defeat or violate any law or regulation for the Company’s benefit or to influence any official act or obtain any favorable action by a governmental agency or official on behalf of the Company. Entertainment and other courtesies may be extended to government officials or employees only to the extent appropriate and reasonable under applicable laws and customs. Gifts of greater than nominal value or lavish entertainment of public officials are prohibited. No gifts in the form of cash, stock or other similar consideration shall be given, regardless of amount. Any expenses incurred by a Company employee in connection with the matters discussed herein shall be accurately recorded on the Company’s books and records.

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9. Retention of Documents

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Verne Mendel People must prepare documents relating to the business or accounting of Verne Mendel and retain such documents for specified periods in accordance with applicable laws and internal rules of the Company. In connection with litigation or examinations by any regulatory body, Verne Mendel People shall not make false statements or intentionally conceal or destroy any relevant documents.

All Company data, records and reports must be accurate and truthful and prepared in a proper manner. These include everyday documents such as expense reports and accounting entries, as well as cost estimates, contract proposals and other presentations to management, customers and the public. It is essential that those who rely on these records and reports, such as managers, creditors, customers, auditors and regulators have truthful and accurate information. The integrity of the Company’s accounting, technical, personnel, financial and other records is based on their validity, accuracy and completeness.

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10. Code of Ethics for Financial Professionals

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All Financial Professionals must:

make full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company submits to any applicable regulatory body and in other public communications;

comply with all applicable generally accepted accounting principles, government laws, rules and regulations;

promptly report violations of this section to an appropriate contact specified in the guidelines promulgated by Verne Mendel in cases they believe that such violations have occurred;

not fraudulently influence, coerce, manipulate or mislead any independent public or certified accountant who is auditing our financial statements; and must be accountable therefor; and

must ethically handle any actual or apparent conflicts of interest between personal and professional relationships.

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11. Conflicts of Interest and Corporate Opportunities

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We expect that all employees will act in the best interests of Verne Mendel and avoid conflicts of interest by making reasoned and impartial decisions. A conflict of interest may arise whenever a personal interest interferes or even appears to interfere with the interests of Verne Mendel.

A conflict of interest can also arise when an employee or partner takes an action or has an interest that makes it difficult for him / her /them to perform work objectively and effectively.

It may be a conflict of interest if an employee owns, or someone with a close relationship with the employee or a partner owns a significant amount of a competitor’s, customer’s or supplier’s stock. Before agreeing to work outside of Verne Mendel or joining the board of a charity or non-profit organization, People should self-assess whether working outside of Verne Mendel or joining a board would have the potential to be a conflict of interest, depending on the nature of the position and the involvement.

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12. Environmental Issues

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Verne Mendel is committed to acting in an environmentally responsible manner and should therefore approach environmental issues positively.

Verne Mendel works systematically to investigate and report environmental impact of products and minimize our environmental impact. We wish to improve the quality of publicly available environmental information and enhance transparency by supporting and participating in voluntary environmental classification schemes for pharmaceuticals.

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13. Respect for Human Rights

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Verne Mendel respects human rights and shall prohibit discriminatory practices or harassment because of nationality, race, ethnicity, sex, age, religion, creed, social status or disability. The Company maintains a strong policy of equal employment opportunity for all employees and applicants for employment.

Verne Mendel shall maintain safe and comfortable workplaces for Verne Mendel People. Working or supervising work with hazardous equipment or materials, or under hazardous conditions, requires knowledge of and compliance with all applicable occupational safety and health standards, informational requirements and government regulations.

The Company endeavors to encourage and provide equal employment opportunities to otherwise qualified individuals with disabilities. Employment opportunities include, to the most practicable extent, providing reasonable accommodations for disabled persons.

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14. External Activities of Employees

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People are generally free to engage in personal financial and business transactions except in circumstances that cause divided loyalty such as ownership of stock of competitors, performing services as an employee, independent contractor, advisor or consultant for any competitor of the Company, board membership of some other companies, any situation where improper benefits are likely to occur, any situation which would impair the employee’s capacity to perform his / her obligations to the Company and any situation that causes a conflict of interest. The Company’s General Counsel can advise on any situation that needs clarification or permission.

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15. International Harmonization

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Verne Mendel People must respect the culture and customs of all the countries where they operate and strive to manage their activities in such a way as to consider the societies and economies of such countries.

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16. Media Policy

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If Verne Mendel People externally publish information relating to Verne Mendel business in interviews, lectures, meetings, presentations and publications they must follow the guidelines promulgated by Verne Mendel.

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17. Reporting of Illegal or Unethical Conduct

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If Verne Mendel People become aware of any conduct, including accounting, and auditing matters, that they believe are illegal or unethical, they must promptly notify an appropriate contact specified in the guidelines promulgated by Verne Mendel. The contact above of Verne Mendel People must take appropriate steps to investigate whether and how such misconduct occurred and, when necessary, to correct it and prevent its recurrence.

Verne Mendel People are prohibited from retaliating against any individual who reports in good faith illegal or unethical conduct.

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18. Amendments and Waivers

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The Company shall disclose amendments to, and any waivers from, this Code of Ethics in accordance with applicable laws. For this reason, Verne Mendel People shall promptly inform their senior management in the event they become aware of circumstances that may require an amendment or waiver under the Code so that the Company shall comply in a timely fashion.